BY ACCEPTING THIS AGREEMENT, YOU AGREE TO FOLLOW ITS TERMS AND CONDITIONS. IF YOU ENTER THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING “I ACCEPT”, YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE TERMS OF THE SAME DURATION AS YOUR INITIAL SUBSCRIPTION, AND WE WILL CONTINUE TO CHARGE YOU USING YOUR MOST RECENT PAYMENT METHOD ON FILE. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY LOGGING INTO YOUR ACCOUNT AND CLICKING THE “CANCEL MY SUBSCRIPTION” IN YOUR ACCOUNT SETTINGS, AFTER WHICH NO ADDITIONAL CHARGES WILL BE MADE TO YOUR ACCOUNT. YOU MAY CONTACT US AT SUPPORT@COREZOID.COM WITH ANY QUESTIONS ABOUT CANCELING YOUR SUBSCRIPTION.
“Account” means Your account on the Corezoid Site associated with a valid e-mail address.
“Agreement” means this Corezoid customer agreement.
“Corezoid Product” means the Services (including, without limitation, the Landing).
“Confidential information” means all non-public information disclosed by Us, Our affiliates, business partners or Our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential information includes: (a) non-public information relating to Our or Our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that We are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between You and Us. Confidential information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to You at the time of Your receipt from Us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by You without reference to the Confidential information.
“Corezoid Site” means https://corezoid.com/ and any successor or related site designated by Us.
“Customer Data” means all data, including all text, sound, video, or image files, and software, that are provided by You through use of the Services.
“End User” means any person You permit to access Customer Data hosted in the Services or otherwise to use the Services.
“Services” means the web services made available by Us via the Corezoid Site.
“Landing” means Corezoid software We provide for use as part of Your Subscription to enable functionality of the Services, including any updates or new releases made available in connection therewith.
“Subscription” means an enrollment for the Services for a defined term as specified on the Corezoid Site.
“Term” means the duration of a Subscription (e.g. 1 month or 12 months) as specified on the Corezoid Site.
“You”, “Your” refers to the individual or the entity who has ordered the Services from Us.
“Your Demo” means content that You or any End User transfers for processing, storage or hosting by the Services in connection with Your Account and any computational results that You or any End User derive from the foregoing through the use of the Services.
“We”, “Our”, “Ours”, “Us” refers to Middleware, Inc., a legal entity duly established, registered and existing under valid laws of state Delaware (USA), registration number 5577397, registration address: 251 Little Falls Drive, Wilmington, New Castle Country, 19808, and all and any affiliates and/or subcontractors of Middleware, Inc.
B. Rights Granted
1. Right to use. Subject to the terms set forth in this Agreement, We grant You a nonexclusive, non-transferable, nonsublicensable, revocable, limited right to access and use the Services. It is strictly prohibited to download and/or install the Landing on Your own company servers, third party servers or third party cloud servers without Our prior written consent or a separate written license agreement between Us and You. We reserve all other rights not expressly granted herein.
2. Your Account. To access the Services, You must create an Account. You are responsible for all activities that occur under Your Account. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with Your use of the Services. We are not responsible for unauthorized access to Your Account.
3. Acceptable use. You may use the Services and Landing only in accordance with this Agreement. You have no rights to reverse engineer, decompile, disassemble, or work around technical limitations in the Corezoid Product. You have no right to rent, lease, lend, resell, transfer, or host the Corezoid Product, or any portion thereof, to or for third parties.
4. Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in the Customer Data necessary for Us to provide the Services to You without violating the rights of any third party or otherwise obligating Us to You or to any third party. You grant Us a worldwide, royalty-free, nonexclusive license to host and use any Customer Data provided through your use of the Services. We do not and will not assume any obligations with respect to Customer Data or to Your use of the Corezoid Product other than as expressly set forth in this Agreement.
5. End Users. You control access by End Users, and You are responsible for their use of the Corezoid Product in accordance with this Agreement.
6. Subcontractors. We reserve the right to render the Services directly or through the use of contractors or subcontractors.
C. Ownership and Restrictions
Ownership. You retain intellectual property rights and ownership in and to Customer Data. We retain intellectual property rights and ownership to the Services and Landing. You retain all ownership and intellectual property rights to materials resulting from the Services under this Agreement, except to the extent such materials incorporate the Corezoid Product in any manner.
Restrictions. You may not:
•Modify or remove any program marking or any notice of Our proprietary rights;
•Sell, distribute, license, lease, rent, assign, transfer, display, outsource, disclose, or make available the Corezoid Product to any third party other than as expressly permitted under the terms of this Agreement;
•Make the results of the Services available in any manner to any third party for use in such third party’s business operations;
•Make derivative works of, modify, reverse compile, dissemble and/or reverse engineer any part of the Corezoid Product, or use or access the Corezoid Product in order to build or support, and/or assist a third party in supporting or building, services, products, or software competitive to the Corezoid Product
D. Fees, Taxes, and Payment
1. Fees. You agree to pay for Services ordered, renewed by You, or renewed automatically pursuant to the applicable purchase, support, and other terms specified on the Corezoid Site. All prices are subject to change at the beginning of any Subscription renewal. If Your Subscription is automatically renewed, applicable fees for the Services will be charged from Your payment card. It is Your responsibility to maintain current and accurate credit card information on Your Account with Us.
2. Late Fees. We reserve the right to charge You interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
3. Taxes. You agree to pay any sales, value-added or other similar taxes imposed by applicable law or similar amounts and duties that We are owed under this Agreement and which We are permitted to collect from You under applicable law or that We must pay based on the Services ordered, except taxes based on Our income. Fees for Services specified on the Corezoid Site are exclusive of taxes and expenses.
4. Payment. All fees for the Services shall be paid in advance. You will pay Us the applicable fees and charges for use of the Services as described on the Corezoid Site using one of the payment methods We support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding, except as expressly permitted by this Agreement. Fees and charges for any new Services or new feature of the Services will be effective when We post updated fees and charges on the Corezoid Site unless We expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving You at least 14 days’ advance notice. If You are subscribing for the virtual private cloud Services, You agree to pay for such Services according to the terms and conditions specified on the AWS marketplace or other marketplace designated by Us on the Corezoid Site.
THE SERVICES ARE PROVIDED “AS IS.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR ANY THIRD-PARTY CONTENT ASSOCIATED WITH THE SERVICES, INCLUDING ANY WARRANTY THAT THE SERVICES OR ANY SUCH THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR ANY THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
1. General. You will defend, indemnify, and hold harmless Us, Our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) Your or any End Users’ use of the Services (including any activities under Your Account and use by Your employees and personnel); (b) breach of this Agreement or violation of applicable law by You or any End User; (c) Your Demo or the combination of Your Demo with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Demo or by the use, development, design, production, advertising or marketing of Your Demo; or (d) a dispute between You and any End User. If We or Our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, You will also reimburse Us for attorneys’ fees, as well as Our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at Our then-current hourly rates.
2. Process. We will promptly notify You of any claim subject to this Section F, but Our failure to promptly notify You will only affect Your obligations under Section F to the extent that Our failure prejudices Your ability to defend the claim. You may: (a) use counsel of Your own choosing (subject to Our written consent) to defend against any claim; and (b) settle the claim only with Our prior written consent, which we may withhold in our sole discretion. We may also assume control of the defence and settlement of the claim at any time.
G. Limitation of Liability
WE WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
H. Term, Termination, and Suspension
1. Agreement Term and Termination. This Agreement will remain in effect until the expiration of the Term or termination of Your Subscription, whichever is earliest. Upon expiration or termination, You must immediately stop using the Services and delete or destroy all copies of the Landing in your possession. Unless You notify us in writing that you wish to terminate Your Subscription at the end of the Term, Your Subscription will be automatically renewed for an additional Term of the same duration as the initial Term upon the end of then-current Term.
2. Renewal. Upon renewal of Your Subscription, this Agreement will terminate, and Your Subscription will thereafter be governed, by the terms and conditions set forth on the Corezoid Site on the date on which Your Subscription is renewed (the “Renewal Terms”). If you do not agree to any Renewal Terms, You may decline to renew Your Subscription.
3. Subscription termination. You may terminate Your Subscription at any time during the Term; provided, however, that no refunds of any prepaid amounts will be provided to You in connection with any such termination prior to the expiration of the Term. Renewal Subscription will be terminated automatically if applicable fees are not credited to Our bank account for any reason within 3 (three) business days from the first day of the respective renewal Term.
4. Suspension. We may suspend Your use of the Services if: (a) We determine that it is reasonably needed to prevent unauthorized access to Customer Data or the proprietary information of any person or entity; (b) We determine that your continued use of the Services may infringe the intellectual property or other rights of Us or any third party; or (c) You do not pay any amounts due under this Agreement.
5. Effect of Termination. If Your Subscription is terminated or expired, and is not renewed within 30 consecutive days from the last day of the paid Term, We will have the right to delete or destroy all Your data, Customer Data, customized processes provided by You through use of the Services, as well as materials resulting from the Services.
1. Confidentiality and Publicity. You may use Our Confidential information only in connection with Your use of the Services as permitted under this Agreement during the Term. You will not disclose Our Confidential Information to any third party during the Term or at any time thereafter. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Our Confidential Information, including, at a minimum, those measures You take to protect Your own confidential information of a similar nature. You will not misrepresent or embellish the relationship between Us and You (including by expressing or implying that we support, sponsor, endorse, or contribute to You or Your business endeavours), or express or imply any relationship or affiliation between Us and You or any other person or entity except as expressly permitted by this Agreement.
2. Force Majeure. We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
3. Independent Contractors; Non-Exclusive Rights. We and You are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
4. No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
5. Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Services, including Your transfer and processing of Your Demo, the provision of Your Demo to End Users, and the jurisdiction in which any of the foregoing occur. You represent and warrant that neither You nor any of Your End Users: (i) are located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) are listed on any U.S. Government list of prohibited or restricted parties.
6. Assignment. You will not assign this Agreement, or delegate or sublicense any of Your rights under this Agreement, without Our prior written consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
7. No Waivers. The failure by Us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit Our right to enforce such provision at a later time. All waivers by Us must be in writing to be effective.
8. Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. In the event of any conflict between any provision hereof and any applicable laws to the contrary, the latter shall prevail, but this Agreement shall be deemed modified only to the extent necessary to remove such conflicts.
9. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with and shall be governed by the laws of the State of Delaware.
10. Disputes. Any dispute arising out of or relating to this Agreement, which is not possible to resolve by means of friendly negotiations shall be settled by the state courts located in San Mateo County, California, or the U.S. District Court for the Northern District of California, if applicable. YOU AGREE THAT ANY AND ALL DISPUTES UNDER THIS AGREEMENT MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU HEREBY WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
11. Entire Agreement; English Language. This Agreement is the entire agreement between You and Us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and Us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by You in any order, receipt, acceptance, confirmation, correspondence or other document. If We provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
12. Notice.(a) To You. We may provide any notice to You under this Agreement by: (i) posting a notice on the Site; or (ii) sending a message to the email address then associated with Your Account. Notices We provide by posting on the Site will be effective upon posting and notices We provide by email will be effective when We send the email. It is Your responsibility to keep Your email address current. You will be deemed to have received any email sent to the email address then associated with Your Account when We send the email, whether or not You actually receive the email.(b) To Us. All and any notices to Us shall be addressed by electronic mail to: email@example.com.(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
Support Statement. We will support customers who run Corezoid Process Engine products on supported Operating Systems, irrespective of whether they are running in VMware environments or not. We support Operating Systems, not specific hardware configurations. Accordingly, VMware operates as a hardware abstraction layer. VMware supports a set of certified Operating Systems and Hardware, and the customer and VMware will be responsible for any interactions or issues that arise at the Hardware or Operating System layer as a result of their use of VMware.
We will not require You to recreate and troubleshoot every issue in a non-VMware environment; however, We do reserve the right to request You to diagnose certain issues in a native certified Operating System environment, operating without the virtual environment. We will only make this request when there is reason to believe that the virtual environment is a contributing factor to the issue.
Any time spent on investigation of problems that may, in our sole opinion, be related to VMware, will be handled in the following fashion:
1. We will provide standard support to all Corezoid Process Engine products.
2. If a problem is encountered while Corezoid Process Engine is/are running in a VMware environment, You may be required to recreate the problem on a non-VMware server unit, at which time we will provide regular support.
3. You can authorize Us to investigate the VMware related items at normal time and materials rates. If such investigation shows that the problem is VMware related, You may contract Us to provide a software change to resolve the issue if such a resolution is possible.
4. Regardless of the problem type or source, if the problem is determined to be a non VMware related issue - time spent on investigation and resolution will be covered as part of regular maintenance, and support will be provided as usual.